Call us at
+1.786-245-2940
Click here for more options
  Login

CUSTOMER SERVICE AGREEMENT

                 

1. SERVICES AND TERM.

1.1. Pursuant to the CSA, Ultranet will provide the Services to Customer for the Service charges. Customer‘s signature on the Order Form or use of the Service or ULTRANET Network constitutes its acknowledgement and agreement to be bound by the CSA. Capitalized terms are defined at the end of these Terms.

1.2. Each Service‘s Initial Term is indicated on the applicable Order Form. Customer will be deemed to have accepted the Service as of the Service Date. At the end of the Initial Term, the CSA will renew for successive Renewal Terms equal in length to the Initial Term unless and until terminated as provided herein.

1.3. Customer may order additional Services or locations through additional Order Forms, which will be governed by this CSA. Customer‘s account must be current in order to make changes to Services or order additional Services.

1.4. Services will comply with it's specific Product Rider as posted by ULTRANET (currently at http://www.ultranet-usa.com).


2. SERVICE CHARGES AND BILLING.

2.1. Service charges are on the Order Form and do not include applicable Taxes unless so indicated.

New services or upgrades/relocations will result in additional fees/charges. If a prior Service location remains installed after a new Service location is installed, Customer will be responsible for Service charges for both Service locations until terminated as provided for each Service.

2.2. Invoices are sent monthly in advance. Customer agrees to pay all charges and applicable Taxes for the Service upon receipt of the invoice without counterclaim, set-off or deduction. A late charge shall be added to Customer‘s past due balance of the lesser of 1.5% per month or the Terms or charges for the Service for any upcoming Renewal Term by providing Customer at least sixty (60) days advance written notice. Customer agrees that its obligation to pay service charges and Taxes under this CSA shall survive the termination of the CSA.

2.3. Customers claiming tax exemption must provide ULTRANET with a properly executed exemption form.


3. SERVICE USE AND INTERRUPTION.

3.1. Customer‘s use of ULTRANET‘s Services or Network may only be for lawful purposes and must comply with ULTRANET‘s Acceptable Use Policy (AUP) as posted by ULTRANET (currently at http://www.ultranet-usa.com).

Transmission of any material in violation of any law, regulation or the AUP is strictly prohibited. Access to other networks connected to ULTRANET‘s Network must comply with such other networks rules. Only Customers whose service location (as set forth on the Order Form) is a ULTRANET-owned or carrier neutral data center may resell ULTRANET‘s Dedicated Internet Access Service (but not any other Service offered in such location). Customers located in any other service location may not resell their Service, in whole or in part.

 

4.TERMINATION, RESTRICTION OR SUSPENSION.

4.1. Prior to the Service Date, ULTRANET may terminate the CSA if not approved by ULTRANET corporate management (including credit check). ULTRANET also may restrict, suspend or terminate the CSA, Customer‘s use of or access to any Service, or both, at any time if (a) Customer is in material breach of the CSA (including but not limited to the AUP) and, in ULTRANET‘s sole judgment, an immediate restriction or suspension is necessary to protect the ULTRANET Network or ULTRANET‘s ability to provide services to other customers; or (b) Customer‘s account is unpaid sixty (60) days after date of invoice; or (c) ULTRANET facilities at Customer‘s location are unavailable, (i.e., no connectivity and building access).

4.2. Either Party may terminate the CSA: (a) at the end of an Initial Term or Renewal Term by providing the other Party with at least thirty (30) days prior written notice; or (b) except as otherwise stated herein, during an Initial Term or Renewal Term if the other Party breaches any material term or condition of this CSA and fails to cure such breach within thirty (30) days after receipt of written notice of the same.

4.3. If the Service is terminated after the Service Date, Customer shall pay ULTRANET (a) for the Service up through the date of termination; and (b) except in the case of termination by Customer as provided in Section 4.2 above, or by ULTRANET due to loss of connectivity or building Access at Customer‘s building(s) under Section 4.1(c) above, the Termination Charge. Customer acknowledges that because actual damages to ULTRANET caused by early termination of a Service order are uncertain and would be difficult to determine, the Termination Charge is a reasonable liquidated damage and is not a penalty. Any reconnections of the Service shall result in additional reconnection charges to Customer at ULTRANET‘s then-prevailing rates.

4.4. If Customer defaults in any of its payment obligations under the CSA, Customer agrees to pay ULTRANET‘s reasonable expenses, including but not limited to legal and collection agency fees, incurred by ULTRANET in enforcing its rights. All termination notices by Customer must be sent separately for each Service  (including terminating one Service location after a Service is switched to a new Service location) and must be sent to billing@ultranetusa.com.

 

5. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.

5.1. Except as otherwise expressly set forth herein, the services are provided "as is," and neither Ultranet nor any of its providers, licensors, officers, employees, or agents makes any warranty, condition or guarantee with respect to the services or as to the results to be obtained from the use of the services, under this CSA or otherwise. The services are purchased with knowledge of this warranty limitation. Ultranet expressly disclaims all other warranties, conditions or guarantees of any kind, either express or implied, including, but not limited to any warranties or conditions of merchant ability, non infringement, satisfactory quality, and/ or fitness for a particular purpose. Ultranet does not monitor, and disclaims all         liability and responsibility for, the content of any   communication transmitted by customer or others, and disclaims all liability and responsibility for unauthorized use or misuse of the services.

5.2. Without prejudice to or limiting of Ultranet‘s right to receive payment for services, Ultranet‘s entire liability for all claims of whatever nature (including claims based on negligence) arising out of this agreement and all others between customer and Ultranet, and the provision by Ultranet of facilities transmission, data, services or equipment including, but not limited to, damage to real/personal property, shall not exceed the lesser of (a) the amount paid by customer for the service at issue in the prior six (6) months  to the action giving rise to the claim, or (b) one hundred thousand dollars ($100,000.00)  in  total; provided,  however, that the foregoing limitations  shall not apply for death or personal injury caused by Ultranet, or for any other liability which may not be excluded or limited under applicable law.

5.3. Customer recognizes that the Internet consists of multiple participating networks that are separately owned and not subject to Ultranet‘s control. Customer agrees that Ultranet shall not be liable for damages incurred or sums paid when the services are temporarily or permanently unavailable due to malfunction of, or cessation of, internet services by network(s) or internet service providers not subject to Ultranet‘s control, or for transmission errors in, corruption of, or the security of customer information carried on such networks or internet service providers.

Ultranet shall have no liability hereunder for damages incurred or sums paid due to any fault of customer or any third party, or by any harmful components (such as computer viruses, worms, computer sabotage, and ‘denial of service‘ attacks). Ultranet is not liable for any breach of security on the customer‘s network, regardless of whether any remedy provided in this CSA fails of it‘s essential purpose. Customer agrees that it will not hold Ultranet responsible for any selection or retention of, or the acts or omissions of, third parties in connection with the services (including those with whom Ultranet may contract to operate the services), or hold a third party responsible for any selection or retention of, or the acts or omissions of, Ultranet in connection with the services. Without limiting the foregoing, customer agrees that it will not hold Ultranet responsible for (a) third party claims against customer for damages, (b) loss of or damage to customer‘s records or data or those of any third party, or (c) loss or damage to customer associated with the inoperability of customer‘s equipment or applications with any component of the services or the Ultranet network.

Customer agrees to make all claims related to the services directly against Ultranet, and waives any right to recover damages (directly or by indemnity) related to the services by claiming against or through a third party to this CSA.

5.4. Neither Ultranet nor anyone else involved in creating, producing, delivering (including suspending or discontinuing services) or supporting the services shall be liable to customer, any representative, or any third party for any indirect, incidental, special, punitive or consequential damages arising out of the services or inability to use the services, including, without limitation, lost revenue, profits, loss technology, rights or services, even if advised of the possibility of such damages, whether under theory of contract or tort (including negligence, strict liability or otherwise).

5.5. No action or proceeding against Ultranet may be commenced by the customer more than one (1) year after the last day on which the service which is the basis for the action is rendered, and customer acknowledges that this limitation constitutes an express waiver of any rights under any applicable statute of limitations which would otherwise afford additional time for such a claim.

 

6. INDEMNITY.

6.1. Customer will indemnify, defend and hold harmless Ultranet and its directors, officers, employees, affiliates, and its agents and subcontractors from and against any claims, suits, actions, and proceedings from any and all third parties, and for payment of any Losses, to the extent such Losses arise (a) as a result of non-compliance by Customer with its obligations under the CSA; (b) from any and all claims by any of Customer‘s, customers or other third party end users in connection with a Service (including, without limitation, any claims regarding content transmitted using a Service or violation of data protection legislation), regardless of the form of action, whether in contract, tort, warranty, or strict liability; provided, however, that Customer will have no obligation to indemnify and defend ULTRANET against claims for damages for bodily  injury or death caused by ULTRANET‘s gross negligence or willful misconduct; or (c) from claims of copyright infringement  and all manner  of intellectual property claims, defamation  claims, claims of publication of obscene, indecent, offensive, racist, unreasonably violent, threatening, intimidating or harassing material, and claims of infringement of data  protection legislation, to the extent such Losses are based upon (i) the content of any information transmitted by Customer or by any of Customer‘s customers or authorized end users, (ii) the  use and/or publication of any and all communications or information transmitted by Customer or by any of Customer‘s customers or authorized end users, or (iii) the use of Service(s) by Customer  in any manner inconsistent with the terms  of this CSA, including without limitation the AUP.

 

7. ADDITIONAL PROVISIONS.

7.1. Except as to payment obligations of Customer, neither Party shall have any claim or right against the other Party for any failure of performance due to Force Majeure.

7.2. Neither Party is the agent or legal representative of the other Party, and this CSA does not create a partnership, joint venture or fiduciary relationship between ULTRANET and Customer. Neither Party shall have any authority to agree for or bind the other Party in any manner whatsoever. This CSA confers no rights, remedies, or claims of any kind upon any third party, including, without limitation, Customer‘s subscribers or end-users.

7.3. This CSA for Service is made pursuant to and shall be construed and enforced in accordance with the laws of the State of Florida without regard to its choice of law principles. Any action arising out of or related to this CSA shall be brought in the State of Florida courts located in the State of Florida, and Customer consents to the jurisdiction and venue of such courts.

7.4. Notices, if required, must be sent in writing by e-mail, courier or first class mail (postage prepaid) to the appropriate contact point listed on the Order Form, and are considered made when received at that address; provided, that termination notices to ULTRANET must be sent in accordance with Section 4.4 above. In the event of an emergency, ULTRANET may only be able to provide verbal notice first; such verbal notice will be followed by written notice. Customer is responsible for accuracy of its information on the Order Form, including points of contact.

7.5. Customer may not assign this CSA without ULTRANET‘s prior written consent, which consent shall not unreasonably be withheld. Any such assignment without ULTRANET‘s prior written consent shall be void.

7.6. Without limiting any other obligation which expressly survives the expiration or prior termination of the term of the CSA, the expiration or prior termination of the term of the CSA shall relieve both Parties of any further obligations hereunder, except with respect to the Sections 2, 3, 4.3, 4.4 and 5 through 7, which shall survive any expiration or termination of these Terms.

7.7. If (but only if) required by ULTRANET‘s or Customer‘s agreement with Customer‘s Landlord: (a) any cessation or interruption in ULTRANET‘s Service does not constitute a default or constructive eviction by Customer‘s Landlord, and (b) Customer agrees to waive and release Landlord and its related parties from any liability in connection with any damages whatsoever incurred by Customer, including lost revenues, which arise, or are alleged to arise, out of any interruption of or defect in the ULTRANET Service, regardless of whether such interruption or defect is  caused  by the ordinary  negligence  (but  not the gross negligence or willful misconduct) of a released party.

7.8. The ULTRANET Network is owned by ULTRANET, or its licensors, and is protected by copyright and other intellectual property laws. Customer agrees that title to and ownership of the Services, in any form, shall at all times and in any event be held exclusively by ULTRANET. Customer shall be entitled to only such rights with respect to the Services as are specifically granted herein.

7.9.  This CSA and such other written agreements, documents and instruments as may be executed in connection herewith are the final, entire and complete agreement between Customer and ULTRANET and supersede all prior and contemporaneous negotiations and oral representations and agreements, all of which are merged and integrated into this CSA.

7.10. This CSA and any Addendum thereto may be executed in one or more counterparts all of which taken together shall constitute one and the same instrument.

 
VOICE INTERNET COLOCATION DEDICATED SERVERS CLIENT AREA SUPPORT LEGAL
Voice Services
Wholesale Termination
RemoteLine
DIDs
IP Transit / IP Transport
Looking Glass
Buy IP Transit
Last Mile Brazil
Our Coverage
Quote for Last Mile?

Why CoLocation?
Our Datacenters
Buy CoLocation Brazil
Buy CoLocation Miami
Why Dedicated Server?
Why in Ultranet's DataCenters?
Available locations.
Buy Dedicated Servers in Miami
Buy Dedicated Servers in Brazil
Login
Portal Home
Announcements
Affiliates
Looking Glass
Support Tickets
Contact Us
CSA-Customer Agreement
AUP-Acceptable Use Policy
TOS-Terms of Service
Product Rider - Dedicated Internet Access
Privacy
© Ultranet USA 2013-2017 All rights reserved. Privacy Policy | Terms and Conditions